


It Wasn't Funny

by Sumiregawa Nenene (Shadowblight)



Category: Final Fantasy XII
Genre: Alcohol, Alternate Universe - Canon, Community: ff_exchange, F/F, F/M, Femslash, Het, Multi, Oral Sex, Smut, Threesome - F/F/M, Voyeurism
Language: English
Status: Completed
Published: 2010-05-16
Updated: 2010-05-16
Packaged: 2017-10-09 12:28:50
Rating: Explicit
Warnings: No Archive Warnings Apply
Chapters: 1
Words: 8,381
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/87519
Author URL: https://archiveofourown.org/users/Shadowblight/pseuds/Sumiregawa%20Nenene
Summary: <blockquote class="userstuff">
              <p>Penelo always had felt a little hung-up over Vaan, but now that she knows she's not in the running, what harm could there be in becoming closer to a certain couple of skypirates?</p>
            </blockquote>





	It Wasn't Funny

**Author's Note:**

  * For [Hamimifk (BatchSan)](https://archiveofourown.org/users/BatchSan/gifts).



> Jeeeeez. I'm so sorry this turned out so bloody long. I understand this is probably a bit AU, and probably more than a bit PWP, but it was still fun to write. ;o
> 
> Oh, and, for the record, no I don't hate Vaan. He may seem a little bashed here, but honestly it wasn't my intention. He just is supposed to be exactly what he is in the game: clueless. :)
> 
> Thanks to SolitaryJane for the beta help. But well, as with all disclaimers... as usual all mistakes were always my own to begin with.
> 
> With this... hamimifk... I hope I can make up for the fact that I _still_ haven't managed to finish that Candy Boy fic. You see? _This_ monster is what I've been working on the whole time. ._.
> 
> And to everyone, I hope my first-time-posted smut doesn't burn your eyes too badly.
> 
> Enjoy~

At first, it had been a joke. Albeit a terrible one.

"Vaan," Penelo began, and all at once, didn't know how to express her exasperation except by the way she said his name.

But it was too late; Penelo could even see, with a degree of irritation that struck her later as strange, that even the airheaded girlfriend of his was trying to wipe tears of mirth from the corners of her eyes. _Really,_ she thought. _You're only trying to win points. You don't even know me!_

Penelo sensed, rather than heard, or even dared to turn to see, the tall viera of their group come to stand behind her. Whenever they weren't in battle, or so long as the tinge of Mist did not burn in Fran's veins, the viera had always had a calming effect on Penelo. Rather unfortunately for the young woman, however, the topic of conversation at hand actually forced further burning to her cheeks. Even the cool air on the veranda wasn't helping.

Still, Fran was ever-commanding of attention when she wished to be. "It grows late. Perhaps we should all finish up our..." she flicked a gaze at Vaan, and ever so briefly at the other woman, "preparations for the evening."

Suddenly, Vaan was no longer howling with laughter and instead resorted to some rather nervous chuckles. Penelo noted with some satisfaction that his girlfriend now seemed somewhat defensive, as though daring Fran to imply even the least bit more, and though the woman looked quite regal in her own right, Penelo was certain no amount of persuasion would ever will Fran to acquiesce unless it already lay in her intentions.

Penelo tried to keep the panic from her voice, but knew she only partially succeeded. In the end, she hoped it only added to her lie, even as she felt the heat sting her cheeks even worse. "Ah, the time! Miguelo asked me to get something for his party preparations for the visiting diplomat from Archades, and I totally forgot." In truth, Miguelo was, for once, over-prepared in advance; no last-minute errands were necessary.

Vaan shifted from one foot to another and leaned his head back against his hands in a posture Penelo knew all too well. He was getting ready to make fun of her again, probably just as much to shift focus back off himself as it was to genuinely rib her. It was like a game to him, and as much as she might've enjoyed it before, she was slowly coming to realize how it broke her own heart a little more each time he did it now that he was together with someone else. He began taunting, now. "Miguelo's little errand girl—"

"—has a pressing appointment, Vaan!" Balthier finally took the moment to swagger out of his chair, where he'd remained surprisingly quiet for a good deal of the night, sipping at some rather fine wine. "Tell me, don't you have one of your own?"

Vaan shook himself from his relaxed position and also now looked a bit defensive.

To this, Penelo was sure that Balthier would smirk, but no such expression was forthcoming. Instead he tapped his chin and tilted his head back, pursing his lips slightly as though in thought, squinting intently at the stars. "Ah, yes. Come to think of it, the last appointment you had, you ended up being late for by several days."

Balthier was referring to, of course, the last time he'd asked a favor of Vaan to watch the Strahl since Nono needed to take a week off to attend business in the Jagd. Vaan had eagerly agreed, snatching Penelo to come along with him, but then ended up taking the thing on a joyride, one that ended with being kidnapped by professional headhunters looking for a bounty on sky pirates. Needless to say the entire situation had been a mess, and he'd been several days late and returned a damaged Strahl to the pair.

Overall Penelo felt somewhat confused at the reaction, given that Balthier had supposedly forgiven Vaan after some dealings which Penelo wasn't so sure she even wanted to know about, until it caught up to her that Balthier, as unprofessional as it was for the "leading man," was probably more than a little drunk. In fact, Penelo even thought she saw Fran's ear twitch somewhat in concern, but when she looked again she found Fran's face as emotionless as ever, and thought she probably had imagined it, after all.

Most curious of all, Penelo almost heard the beat of her heart in her ears from their confrontation; she had no idea what for, and to be frank she didn't even want to think about it right now. Instead, she walked forward, and despite all the warning bells her mind provided, placed a hand on Balthier's shoulder to push him back a step. Balthier seemed to do his best impression of Fran for a moment, but after a moment the stoicism faded to a small debonair smile, framed with watery eyes, that made Penelo search the ground.

Penelo then turned to Vaan. "Perhaps I do seem like an errand girl, but either way, I think I've overstayed my welcome for the night." She paused, Vaan staring back at her with a sour look on his face. She felt her own nose wrinkle a little as she continued, "And for the record, that wasn't a very good joke, Vaan."

When she strode purposefully toward the exit, not another word spoken, Penelo felt like a child running out of fear rather than a rightly-miffed adult running from embarrassment.

***

Then, it had become an awkward reality. Rather, awkward to Penelo, at least.

Nearly a year had passed since the meeting on the veranda. In that time, Vaan became more enchanted with his girlfriend and, as a result, less enchanted with being a sky pirate. As for Penelo, she had grown more restless doing tasks for Miguelo than she ever imagined she'd be, and she supposed these situations were only evidence that fate never really decided on much of anything really from the start, just provided some guidelines and then occasionally threw its weight around.

Of course, she must also admit it was completely possible that really all those feelings were was a reason to be closer to Fran and Balthier. Actually, she really only admitted it privately to herself; at this stage of her life, she found herself still painfully shy with most anything related to sexual attraction, and even she had to know that's what it was by this point.

To hear the name "sky pirates," Penelo had thought the entire lot of them to be bad people, bent on taking what wasn't theirs and then hiding in the folds of the clouds. Indeed, it had only been through her experiences with Fran and Balthier that this impression was skewed from the commonly-held public opinion. But then Penelo had never really been a close-minded creature, and sky pirates ended up being a much broader term than one might believe, encompassing not only the "bad" type, but even those who regularly did what was more like antique treasure hunting. And while those objects usually theoretically belonged to someone, as Balthier might argue, well, they weren't using them, were they?

It had taken a bit of time for Penelo to learn this nuance, a little more to actually accept it, and some more to embrace it for herself. However, she was not entirely certain she understood why the sky pirates had regular parties scattered in various locations. After all, half of these people would have stabbed the other half in the back were they anyplace else, but Penelo supposed that even underhanded people such as sky pirates had codes of honor, else nothing should separate them from a common street thug. There was also the idea of dozens of headhunters crashing the party just to see what rats they might capture if they just stirred up the pot, but somehow this scenario hadn't occurred to her knowledge either, and Penelo thought that perhaps maybe the headhunters had some unspoken agreement to avoid them.

It was at one of these parties one thankfully temperate summer evening, that Penelo had been introduced to an alcohol she actually liked. The three of them - Penelo, Balthier, and Fran – sat at a table in a rather smoky backroom booth at a bar in Bhujerba. This place was most definitely not like the Cloudbourne; it was ritzy, more spacious-seeming (though really it was probably about the same size, just not as crowded furniture-wise), and, most importantly, seemed to have exits for its exits. Bhujerba itself wasn't overly large, so Penelo wasn't exactly sure why a second bar existed, but she didn't really think much over it, either.

Making an age-limit for alcohol in a city in the sky where there were more adult miners and merchants than children seemed a farce, and though this hadn't been the first time they'd visited Bhujerba so far this year (far from it), it had been the first time Balthier bothered to order a whole bottle of spirits for the three of them to share. Generally, he would only order a few drinks for himself through the night and be done with it.

There was good reason Balthier did not typically order for anyone besides himself; Fran had a viera's unnatural tolerance for the stuff, and Penelo found the few times she'd sipped after his to be distasteful. Tonight, it seemed, he wasn't taking no for an answer, however. "Drink up," he ordered, his voice as rich and smooth as what he now poured into Penelo's glass. "This is the best stuff in the house, and I'd rather not tell the proprietor someone wasted it."

Penelo made a face as the drink was pushed toward her, the lower half of which was covered by bridged hands, and she then turned toward Fran in what she hoped was a plead to be let off the hook, only to find that Fran's eyes were focused on the serving being poured for herself. Indifferent, as always. "Balthier, I'm not so sure—"

"Sweet," Balthier interrupted. He picked up his own glass casually and held it forth in a toasting gesture.

The blonde seemed to have a moment of internal debate before finally lifting her glass forward. The three glasses chimed in a manner that wasn't in tune, but somehow yet in harmony.

Balthier smiled broadly and stared through the rim of his glass at Penelo taking a sip. Before putting some to his own lips, he continued, "Very sweet, Penelo. Oh, and so is that drink."

Penelo squashed the embarrassment as well as she could, and indeed she'd managed to get better at it over the past year or so, but these two still read her like an open book. Still, she settled back in her seat, not even bothering to say a word in acknowledgment to the flirt across the table and decided that this particular drink _was_ rather sweet and that, perhaps, she did like it just a little.

There was silence for a bit at the table, though the music and dance floor were anything but. Part of the challenge that Penelo had to face when she was around these two was that, more often than not, striking up conversations relied almost solely upon herself. Fran never said anything unless it needed to be said, and Balthier rarely said anything unless it benefited his image. It was trying sometimes on the young woman's nerves, given her social upbringing, and especially being around Vaan, meant that she often had conversation around her, but she was growing to like the quiet, at times. It wasn't so bad.

In fact, she'd found herself more frequently envious of the practically unstated vibe that existed between Fran and Balthier. Fran was a strong, thrilling beauty, and Balthier was a handsome, chivalrous man, and that the two of them worked so in sync that they didn't need the spoken word was at times too much for Penelo to swallow. With with having grown so much closer to them over this past year, it had made her want something like that of her own. Yes, she recognized the feeling for what it was: jealousy.

And as she took another glass without thinking, carefully avoiding Fran's long stare once she'd realized what she was doing, she felt that maybe she'd better  _stop_ being jealous someday and take life into her own hands. After all, she wasn't exactly getting any younger, and having been wrestling with that emotion for the past year and a half or so was finally taking its wear on her. She worked through the glass she'd poured as she considered this deeper, finding again no further conversation made, and when she finished the last drink of it, she thought to herself that she actually was a rather tough girl to stick through all that, but in all honesty it didn't mean anything if she was only proving it to herself to begin with.

Penelo had no idea when it was that Fran and Balthier had left the table. She found this realization muddled and strange, her nose wrinkling. But as sure as she didn't know when it happened, the two of them stood about ten feet away talking quietly with another pirate, their backs to her. Penelo generally would eavesdrop on these sorts of conversations (she wasn't exactly bad at it, having come from the streets, and the information gleaned usually gave her a heads-up as to where it was they were headed next), but she found herself entirely not in the mood. In fact, as she stretched a little and swung her arms around aimlessly, feeling a sort of buzzing sensation running through them undoubtedly a result of the alcohol, she found she didn't much care for anything.

The conversation Fran and Balthier were holding with the other gentleman had seemed friendly enough, but then changed to take on a suddenly grittier aura. Fran drew up to stand more straight, the tips of her ears quivering ever-so-slightly, which Penelo had learned to interpret as that she was alert. Balthier leaned his right hand on a nearby table to lean slightly inward toward the fellow – attempting intimidation, it seemed – and his left came to rest lightly against Fran's lower back.

This was something Penelo knew on some level she had no business focusing on so intently. On some level, she was well aware that there was something distinctly impolite about considering where exactly else Balthier's hand had been placed on Fran's body. How could she not understand that what her imagination came up with as an answer to that rhetorical question _wasn't_ appropriate to express, on some level? But the truth was, the imagery was right there before her, and her mind was in absolutely no condition to consider the morality of fantasizing about her friends between the sheets while still in public. It all led back to the simple explanation she'd come up with not moments before: she didn't care.

There was at least two minutes of time where Penelo was left to dawdle on these thoughts, during which she never even realized she'd begun biting softly on her index finger lengthwise, but somehow it didn't seem long enough. As Balthier and Fran returned to the table, from what Penelo gathered was a successful intimidation encounter by the wild look in the man's eyes as they'd turned away to walk back, she growled softly to herself, grabbing the bottle again. It was nearly empty.

"Am I to assume you like it, then?" Balthier asked vaguely, relaxing back into his chair, pushing so far back as to have its front legs lift from the floor, hands tucked behind his head.

Penelo choked slightly. "I... do." Fran gave her a funny look.

The more interesting part about this place was the fact that it had a dance floor. Penelo was never really certain why it was it existed, as hardly anyone ever used it. Currently it was more crowded by pirates wanting to discuss business with a bit more cover audibly, as the live band played loudly. The song being played by the live band was, in fact, one of her favorite songs, though for the life of her she couldn't recall its name. Somehow, this seemed okay.

Or at least, it seemed okay until the music faded in her mind's ear, only to be replaced by the sound of Fran's eyes on her. How it was that the stare even had a sound didn't even register as odd to her, just that Penelo knew it was a deep, resonating chord, reverberating within herself. The funny look was gone, replaced with a steady, placid expression, her reddish-brown eyes glistening slightly from the candlelight on their table. Honestly, it wasn't any different than any other look that Penelo could recall receiving from the viera, and yet...

"You seem... distracted," Fran observed.

Penelo doubted Balthier heard it, but even if he did, he didn't act as though he had. She flicked her gaze over him, then back to her. She took up her glass, noticing her hand seemed rather unsteady in contrast to the woman speaking to her, and drank again. "Maybe I am," and as though responding had revealed her through to the bone, her cheeks burned a bit. Penelo's slowing mind felt more frustrated by the fact that she couldn't tell whether it was from a blush or the alcohol.

As if on cue, Balthier's attention returned to the table at large. "I think we've mingled enough, ladies. Shall we leave?" He downed he last of his glass, without even waiting for an answer. Looking to Penelo, gesturing with the glass as he set it down, he commented with a soft smile, "I will have to remember this kind."

Penelo set her own empty glass out of the way, and found herself leaning forward, elbows on the table. She smiled back coyly. "Please do."

As expected, Balthier didn't bat an eye. "I'm always willing to please."

It actually disappointed Penelo, though she knew if she were sober this whole situation would be mortifying. She was  _flirting_ . With her  _business partner_ . Well, to be fair, her friend, and so what if It was a friend with benefits? With that thought, she knew without a doubt she'd lost all proper sense of reasoning. With that thought, she almost found herself shocked out of the entire haze the alcohol had put her in. With that thought...

She was looking at Fran again, whose quiet confidence was strangely reassuring. The viera was everything she needed to calm her thoughts again. And damned if Penelo didn't want to break that cool facade for herself. The disconnect no longer even fazed her. She turned back to Balthier, still leaning across the table, her mind set. "Good to hear that."

They left for the Strahl shortly after. Thankfully they'd parked it in one of the first few entry gates in the Bhujerba port, because while they'd rented a Chocobo-drawn carriage to get back to the port, Penelo had found she was actually not terribly coordinated at walking when she was this drunk. Nothing was said about this fact until they'd reached the hall to the cabins.

"You seem to be having fun," Balthier said, smirking.

"Actually," Penelo replied, in what she hoped was a somewhat haughty tone, "I am." She leaned up against the wall of the relatively thin hallway. The truth was, it  _was_ a little fun, actually walking around. She had just enough coordination to make sure she didn't have any exceptionally bad run-ins, so in a way it had become enjoyable, almost as though she was testing herself. On top of it, the more she walked, the more she felt the alcohol coursing through her, making her extremities feel just an extra bit tingly.

The blonde looked over to Fran, who simply stood a relaxed step behind Balthier to his side, and the cool wall against her cheek seemed suddenly more obvious. Penelo had never necessarily considered herself  _into_ girls, but there was something undeniably alluring to her in Fran that her mind couldn't easily discard right now. Maybe it was the wonderful angles on her face, accentuated with warm eyes. Maybe it was the viera's gifted curves, tapered so nicely that she almost seemed carved from the Wood herself, lovingly created as a form of art. Or just maybe it was the woman's legs; strong, tall, and toned – and not to be forgotten – that went on for miles.

Yes, Penelo could certainly see why Fran was attractive. Which is why, when she stumbled once, then walked the rest of the way to be before the woman, she couldn't find it in herself to question why it was she didn't flinch to reach out, hands gripping suggestively along the soft parts of the viera's sides through the style of her normal outfit. At least, not at first. It took a long moment of rubbing her fingertips solidly over Fran's hips, eyes a bit watery, yet still drinking in the view of Fran's stomach, before It registered what exactly she was doing. Her hands stiffened, but did not move. Neither did Fran.

Penelo felt it was hugely important that she didn't have a panic attack right then and there. She was proud later when she didn't. She did, however, feel her eyes widen to a degree considered well more than polite as she looked over to Balthier, heart pounding in her ears at what his reaction might be.

Balthier considered himself a worldly man; he was not exactly naïve to the world of women, nor sex. And Fran was most certainly not a monopoly to him, this he already understood. He was, however, somewhat railroaded by this situation, mostly in that he hadn't seen it coming. To his credit, his only outward reaction seemed to be an incredulous lifting of his eyebrows and a rather sudden blink as he found Penelo's eyes on his own. He turned his head away politely. "Perhaps I shall leave you ladies alone for the evening, then," he managed, voice nearly cracking in the effort to feign nonchalance. The man made a step or two around the two of them, still standing so very close in that hallway.

Now Penelo found the panic rising in her. "Balthier, wait!" She'd even found one of her hands reaching toward him, though not fully extended, reflecting the inner conflict she felt.

There was a quiet moment then, where Balthier had turned back on request, but was unsure what he should be saying, and Penelo herself couldn't seem to say what  _needed_ to be said, turning back to stare at the floor some distance diagonally behind Fran. It felt agonizing to Penelo especially, and the alcohol was most definitely giving a distinct sting to her face that she wished would go away. That same sting was not helping the blush she felt creeping down as far as her neck.

Because of that quiet, it wasn't hard to hear Fran's voice, despite its soft tones. "Penelo," she said, and the blonde took notice of it immediately, for it was rare that Fran addressed anyone by name. Penelo saw the viera's hand rise and then cup the side of her chin to tilt it upward to look directly at her face. She didn't resist. Fran flicked her gaze to Balthier once almost as though confirming he was still there, then focused entirely back on Penelo. Her tall ears were set back slightly further than Penelo was used to seeing them, and her eyes were so kind as she asked, "Is this what you want?"

Penelo initially felt her heart leap into her throat, but somehow swallowed it back down. Of course this was what she wanted, but did Fran really expect her to be able to say that? After all, this situation had been sudden and decided so recently in her own mind that the entire thing was just surreal. Surreal and inexplicably frightening; fear about saying it, but more importantly fear about lying and what that might mean on its own. Her blue eyes looked over once in Balthier's general direction before becoming absorbed back into Fran's. Penelo couldn't  _say_ it maybe, the alcohol had done about as much as it could for her forwardness, but still... she nodded once, nuzzling against Fran's hand. The scent that lay on her wrist was fascinating and must be entirely natural since Penelo had never seen Fran buy any perfumes; Penelo was consumed by it momentarily.

Fran then leveled a gaze on Balthier, narrowing her eyes just the slightest, and though the woman didn't say a single word, he could read the command lying there, "Come."

By this point, even Balthier had begun to wonder what sort of dream world he'd entered. Regardless, he was ever a man of opportunity, and he could think of few other women he'd rather spend his time with. He'd already spent well enough time with the one, and the other was quite possibly one of the most endearingly honest people he'd ever met. Balthier felt tempted to say as much, but then thought about how it would be possibly taken, given his normal proclivity to sarcasm, and instead kept it to himself. There would be a time, he figured, but now was not it. Right now Fran had bid him to follow, and follow he would.

They entered the guest cabin, Fran leading Penelo along by a hand tucked into her own. As it turned out the "guest cabin" wasn't very grand despite its name; the Strahl had never really been built for luxury, it had been built to fly fast, keeping extras to a relative minimum. Still, it was one of only two rooms which housed an actual bed, queen-sized, riveted to the floor of the room, guards to keep the mattress from moving. The other room was actually the captain's cabin, which is often where Fran and Balthier slept. Penelo typically chose the staff cabin, where there were bunk beds in several rows built into the walls. For whatever reason, it had always felt more natural for her to sleep in a small space. It also held its own memories of course – memories of their travels on the Strahl where they'd all taken up residence in those beds and slept as a party.

The shock of the situation had begun quickly wearing down the alcohol in Penelo's system, and as she sat on the bed, a slight, but not entirely unpleasant, musty scent rising from below, she found her nerves building up. What on Ivalice was she  _doing_ ? She crossed the bottoms of her legs against the bed and leaned forward unconsciously, as though looking for a way out. If she wanted a way out, she'd not have to look hard to find it, it was just past Balthier who had entered in from the hallway slowly and...

Penelo wasn't sure when it happened, but Fran was now standing before him, bending down the distance required to kiss him languidly. Fran's palm rested over his shoulder, holding him in place, though it was hardly necessary. He seemed perfectly happy to give what he got. As for Balthier's hand, it found its way to grip at Fran's waist deftly, not entirely different to how Penelo had done the same only moments earlier. Because she was bending over, her hip was cocked just  _so_ and...

Oh.

Oh yes, _this_ was why she was here. _This_ is what she was doing.

The girl sitting on the bed swallowed a lump she'd never even noticed forming and squished her thighs together uncomfortably, only to feel the area between them to be rather comfortable. Actually, they were rather wet to be accurate. Still, she couldn't take her eyes off the scene before her, as though she were watching some strange play where the actors just so happened to look very similar to the three of them, and this were nothing more than a show.

Well, actually, this  _was_ a show.

Penelo shook her head and now swallowed a groan that wanted to escape. Fran had now taken to caressing at Balthier's neck with her claws, with just enough pressure to keep from leaving marks. He let out a short growl when she pushed him away from her as he tried to reach around and feel up her behind. Balthier seemed to give Fran a warning look, but she held up a single slender finger, a silent command to wait. He pulled at the collar of his vest in a somewhat aggravated fashion, but naturally obeyed. Penelo privately thought it was actually rather adorable.

Fran had always been quick and silent when she needed to be, but Penelo simply had to wonder if the viera had taken up ninja classes when she wasn't looking, or if she herself was just being unobservant due to the alcohol. Even so, the taller woman now sat beside her on the end of the bed patiently, awaiting acknowledgment before making any other moves. Penelo felt comforted by the display, but at the same time very self-conscious, and so she turned her chin downward, looking to the side, somewhere near Balthier's feet. Fran allowed her a moment, but then took her chin in her hand again, leaned forward, and placed her lips over Penelo's.

This was not Penelo's first kiss. Actually it wasn't even the second. It was more like the third or fourth. But dares with friends and experimentation wasn't like this kiss at all. Fran's lips were incredibly soft and smooth; they slid against her own pleasantly. Penelo adored the sensations, and closed her eyes to focus on them. These lips she could certainly grow to like. And they had just been kissing Balthier's so recently, making them all the more erotic.

Penelo was, to put it politely, very clumsy when Fran tried to deepen the kiss. She hadn't had any practice with this in much detail, but judging by the way she took to holding Fran's cheek back, hot breaths coming in short waves against the other woman's face, she was eager to learn. It was a bit of a given that everyone started out kissing a bit like a fish; it certainly did not shock Fran, and like the rest of her race, she had incredible patience.

Eventually, Penelo got enough of the idea to make it pleasant, and Balthier was doing his best not to crash the entire show. It wouldn't do to have the leading man break up the most important plot-builder. After all, he would be lying if he said he didn't get any enjoyment out of watching it. Still, Balthier was a man of action, and he could only wait for so long. He strode forward a few steps, politely removing his vest and setting it over the back of the chair set before the makeup desk, yet still being certain that Fran had noticed him.

Yes, Fran did notice him reaching to loosen his shirt now, and the edges of her mouth turned ever-so-slightly upwards in a smile. Balthier now knew she was having fun. In fact, she seemed to take the teasing sight to a whole new level on poor Penelo, who found herself suddenly with slender viera fingertips sliding across the length of her torso, brushing over her breasts, uplifting them just  _so_ to make the pull of gravity seem to disappear even if for just a brief moment. It made Penelo moan in the back of her throat unconsciously into the kiss.

Fran pulled away, and stood. Penelo, flushed from more than just exertion as she took in the sight of Balthier taking off his shirt, made a small, quiet gasp to catch her breath some; she felt very warm, and it wasn't as though the night was particularly hot in the cooling autumn season. It was more uncomfortable to her, however, as Fran began to reach to unfasten her own outfit, as she realized she had no idea what to do with herself, or if she wanted to or for that matter even  _should_ go through with this.

Most of her thoughts stopped in their tracks, however, once her mind processed the odd thing now presented to her about Fran that had never really occurred of her to think about before. Granted, viera were born of the Wood, and no one really knew how all that worked. And the fact of the matter was, all of them were female, without exception, it seemed. Truthfully, Penelo hadn't necessarily even thought of  _if_ the viera truly had the exact same anatomy beneath their clothes that the other races did. The blonde was grateful this was the case, with the one apparent exception: viera were hairless in their nether regions. Penelo's heart beat faster suddenly and she reprimanded it under her breath as she shook her head over the shock, now facing the floor again.

Penelo found Balthier's boots enter her new line of view. He was still in his pants, thank goodness, or else Penelo felt she might have fainted there on the spot. But he had taken off his blouse-like shirt, and Penelo had to admit, Balthier was muscled in just the right places. By the smirk on his face, Penelo could tell he was amused, though whether that was by her reaction to Fran a moment ago, or if he was just being his normal, classy self, she wasn't entirely sure.

When Balthier pulled her to her own feet a moment later, she found she honestly didn't know that she cared anymore why. Penelo could feel the smirk against her mouth as he leaned in to kiss her, and though she found the contrast in the edges of his mouth versus Fran's to be somewhat differently angled and rougher, there was a ferocity and strength in them she couldn't seem to get enough of. In fact, wasn't strange at all to Balthier when he felt Penelo grab roughly at his neck to hold him in place; he was rather good at kissing and had been told as much from several in-the-know sources.

But while Balthier seemed content to grip at Penelo's waist, Penelo had other ideas. Her mind had become slowly dazed now that something physical was going on again. She wasn't entirely sure this was a  _good_ thing, but it was something she was coming to terms with for the time being. Penelo found Balthier's shoulders to be firm and smooth, and after running her hands downward over his arm muscles, she shivered. He was built  _very_ nicely. Now finding herself strangely emboldened, she even began feeling her way around his hairless chest, over his pecs, mapping out his stomach, also.

Fran had taken up a post behind Balthier, leaning forward into him even as Penelo leaned against his front. The viera ran her tongue along the edge of his ear, hot breath washing over the area, nibbling once or twice on the lobe, completely unfazed when Penelo and Balthier's kiss would cause the contact to break off on occasion. Initially her opposite hand had been occupied with rubbing tenderly against his other ear, but she seemed to grow weary of it, and reached around to touch Penelo. The younger woman jumped at the contact at first, but was soon lost in the dizzy haze of the kiss again, enjoying the massaging sensation Fran was now providing on her arms.

This position lasted for a moment or so, and then somehow Penelo found herself pressed against Balthier's hardness. It wasn't unpleasant, but her heart started to race again, and she realized she didn't know much of what she should be doing. She broke from the kiss, and stepped back only a bit, enough that it broke Fran's contact on her arms, so she took to massaging his instead, leveling a look over his shoulder at her. It was a look, as usual, that gave Penelo absolutely nothing to go off of.

Still, Penelo felt it very suddenly ridiculous to be undone here, to throw in the towel when the intoxication had already given her opportunity on so many levels. With that thought in mind she eventually closed the distance between herself and Balthier. She willed her nerves to steel up already, and finally made contact against that hardness with her hand.

Balthier closed his eyes briefly, tossing his head back a bit and inhaling very distinctly through his nose at the initial contact. The reaction had startled Penelo to stillness and so he looked back to her kindly and said slowly, "There's nothing strange about it, you know."

Penelo seemed to consider this and it must have provided her some measure of courage, because now she rubbed lightly, experimentally against his length, testing as much the size through his pants as she was the shape. Obviously she wanted to be sure of both to steady herself before she saw it bare. She turned back to focus on Balthier's hazed eyes, and yes, she supposed she  _would_ see it bare....

Meanwhile, Balthier apparently was enjoying the sensitive prodding, every tentative stroke, to its very last, especially when they reached his tip. His breath began to hitch, and he found himself exercising restraint to not just handle Penelo right then and there. This particular need was actually every bit Fran's fault as it was his. Their sex was often rough, needy, and passionate, so it was that Balthier found it hard to reign in against such teasing; he was unaccustomed to it.

Thankfully, Fran could also read him like a book. She could feel him tensing underneath her palms despite her massaging and knew better than to let him go on any further. Politely, though without words, she reached around and grabbed at Penelo's hand, cupping it in her own. Fran then guided Penelo to press harder and just  _so_ , and Balthier now groaned with the feeling building inside him. As he twisted his head to look at Fran there was an impish gleam in her eyes he'd seen only a few times before, and then knew without a doubt that he was lost. Turning back, even Penelo seemed intrigued now. Oh yes, he was very lost.

Penelo seemed to make a decision then, and backed off a little, tilting her head in a cute manner as she reached for the zipper of her outfit. Her heartbeat was loud in her ears as she pulled it down, and she found Balthier now watching her intently. Fran was watching too, actually, if not even more intently than Balthier. Or at least she didn't seem to have the distraction of someone pressing against her crotch suggestively as poor Balthier did now. That Fran was teasing him even now, as Penelo stepped from her outfit, removing her shoes all at once, to stand in her undergarments, and how the man's eyes were glazed with so much want, it was hard for the blonde not to feel a bit flustered. And yet, here she stood, a chill running up her spine for more than one reason and she did her best to do that standing with some confidence; if it was important to no one else, it was important to her.

Now seemed to be the moment of truth, though. Fran was already completely nude, and finally stopped stroking Balthier to walk around to stand before him, reaching very obviously for the edges of his pants. She pulled them down with his help, and let go once they'd gone past a certain point, and he pulled a similar maneuver to what Penelo had done a moment ago to remove his shoes at the same time he stepped out of them.

Penelo held her breath, looking on as Fran pushed on Balthier's shoulder lightly to direct him to the bed. The man sat on the edge of it, leaning his weight back on his arms and standing very much to attention. Fran then turned to Penelo, and the younger woman could see in Fran's eyes that  _she_ was the next target, and little wonder why, as she was the only one left with any clothes on.

Before Penelo could even think, Fran was on her, long slender fingertips drifting across her skin, under her bra, against her panties, and even into them at points. The excitement Fran caused was unbearable, and Penelo panted and struggled with her own mind to remember to kiss the woman back in sporadic bursts. Her eyes felt heavy, and she only caught a glimpse of Balthier slowly stroking himself with his thick fingers before she had to close them entirely, crying out into Fran's shoulder; the viera was now pushing her panties down and pressing against her clit in a tweaking motion.

This seemed to please Fran and she pressed Penelo to herself, her naturally long arm still reaching down to tease the blonde further. But this couldn't last very long, as Penelo was already feeling heady, and the pleasure was quickly sapping all strength from her legs. When finally Penelo reached up to hook her arms around the viera's neck, Fran slowed her pace, allowing Penelo to regain some composure and put effort into opening her eyes again together with a look of confusion.

"Not yet," Fran's eyes told her, and she slowly removed her fingers.

Penelo restrained a very quiet moan, feeling the loss of contact, and some of her own wet stickiness go with it as Fran pulled away from her. She'd touched herself before, certainly, but the sheer randomness of having someone else do it and hitting just the right places was addictive. The withdraw made her feel frustrated and more than a little eager to get that feeling back.

How it was that Balthier managed to pull off his usual, handsome, full-of-himself grin when looked over by two beautiful women intent on giving him so much trouble over the course of the next several minutes was anyone's guess. However, this  _was_ Balthier. Far be it for anyone to say he wasn't going to have fun doing something, no matter what that something was.

Fran walked toward the bed, then knelt before Balthier to one side, leaving enough space for Penelo to do the same on his other side. At first, she tilted her head in hesitation, but shook it roughly once, reminding herself that she wouldn't get those sensations she'd experienced a moment ago back if she didn't participate. Penelo crossed the distance in two quick strides and knelt down herself, feeling a blush spreading down her neck for the second time that evening, not only at her own state of undress so plainly before a man, but also to see his erection so closely for the first time. Despite her determination, she squirmed slightly.

But what happened next only caused Penelo to watch in utter fascination and it wasn't as though she could help it. Penelo wondered idly if this was what it meant to be a voyeur, watching Fran lean forward cupping the side of Balthier's cock with her hand to steady it and then allowing her mouth to cover its tip. Now it was Balthier's turn to pant some as Fran's lips pursed and began moving around his tip, being deliberate in opening her mouth at times to stick out her tongue and lick it in short, circular motions. "Ah, Fran! Please..." his voice was rough with pleasure, and Penelo noted that it struck at a bit of her own deep-seated desire.

The viera's eyes glittered appreciatively, knowing well what Balthier wanted. Penelo felt spooked when those same eyes wandered to her form, and she realized just how blatantly she'd been watching the scene unfold before her. A thrill went down her spine as she found Fran's opposite hand reaching for her own free close one, lifting it to brush up against Balthier's balls. There seemed to be a jolt of electricity that flowed between Penelo and Balthier at that moment as they both jumped at the contact. Fran guided Penelo's hand for a while, giving her examples of how to touch lightly, even massage a bit, using her nails even to elicit the most response out of Balthier. Penelo didn't find the texture or touches themselves particularly interesting, though she was drawn in by the reactions Balthier had, and found herself staring rather lewdly without any thought.

Fran was already in motion again, however, settling up slightly in her kneeling position to get a better angle to take Balthier's head in her mouth more directly and fully than before. In fact, she was now  _really_ setting onto him, her firm grip on his cock sliding lower and lower as she took more of it into her mouth. Penelo could see the wetness of Fran's saliva on his length the further she went and came back up, and now even Balthier had reached out his hand to splay through the woman's hair, set equally between the long set-back ears, to push on the back of her head and aid the process.

For the second time in a very short period, Penelo found herself holding her breath, nearly forgetting to move her own fingertips as she too was holding Balthier in thrall.

It wasn't much longer before Balthier came from the two-pronged attack, and finally Penelo let out the air she'd been keeping in, even as Balthier himself exhaled with a deep, satisfied moan. Fran slipped back upwards, catching his come in her mouth neatly, swallowing in a fluid motion. For a few brief moments, she slid her fingernails along the underside of his shaft, still slick with her saliva, almost as a parting gift, and then ducked away from Balthier's own hand holding her in place to sit back. Balthier thought to stay half-seated to appear a bit more in control, but the truth was, he was exhausted, and he found himself lying back to rest a bit.

Fran's hair was disheveled by this point, and Penelo likely would have found it ridiculously funny at any other given time, but she realized she was being addressed, and it was impolite to stare. "Are you enjoying yourself?"

Penelo swallowed hard and tried to force her embarrassment into a small corner of her mind. She nodded once, but couldn't find it in herself to look Fran in the eye anymore. It felt... very awkward.

"Then allow me to show you more," Fran said quietly, privately, and Penelo felt the blood rush to her head at the level of personal note in the viera's tone.

Fran held her hand out to Penelo within the younger woman's field of vision. Penelo reached out to take hold, tracing her eyes along the arm, up the shoulderline and neck, onto the viera's face and full lips. As she leaned forward to take them yet again, her one thought was: sweet.

***

Finally, it became an accepted reality. Penelo could, and would, hold this over Vaan, having become comfortable with it over the past several months.

In fact, it was actually quite rare for them to see Vaan at all. Even when they visited Rabanastre, he was always running around in the desert after some mark or another, earning some gil for gifts for his girlfriend. He still stole food and other essentials, Penelo learned from Kytes, though he would leave penance for them later more often than he had before. It still irritated her to know he hadn't changed.

 

Penelo arranged to have Vaan meet up with her one visit in Lowtown, near the gate by Old Dalin's place. Balthier had seemed almost eager to tag along, but Fran had all but cuffed him to follow her into the city proper to visit the Sandsea. Balthier always had loved to show up Vaan, but this was a situation a bit too sensitive for his excellent tact. The irony of that concept suited Penelo well.

The blonde spied Vaan 20 minutes later than their arranged time, jogging up from the tunnel end, instead of through the gate as she'd originally expected. "Vaan!" she called cheerily.

He came to a stop just before her, not winded. He apparently must not have been running for very long. "Penelo," he replied. "You wanted to see me?"

Penelo felt her eyebrow raise a bit incredulously. It had been months without contact from her and he had the nerve that the first thing out of his mouth sounded as though she were imposing on him? She sought a balance within herself before she spoke again. She smiled. "It's been a while. Just wanted to catch up." She waved him to follow her as she walked past the small clumps of people who were talking in the tunnel. "How are things?"

Vaan was never the most observant person. "Been fine. I've gotten pretty good at taking marks down solo." With this, he put a single skip in his step.

Originally, Penelo had thought to make this a more detailed conversation, but now she'd found it rather pointless to carry on. Her heart felt so much lighter now as she spoke to him, and she didn't want to carry on with a part of her life she'd finally left behind. She stopped suddenly and turned to face him. "Vaan, do you remember that joke you told? A few months ago?"

Vaan had the grace to look confused for a moment, then scratch at the back of his head. "Uh, I don't know... is this important...?"  


Penelo smiled again, this time broader than before. "Yes, it is. Let's just say..." she looked around the tunnel a moment before nodding at him cutely. "It's not really a joke anymore. In fact, I've found it to be a life-altering experience."  


The realization hit Vaan like a ton of bricks at that point. He was stunned.

"But hey, no hard feelings." Penelo walked around him in a half-circle while still facing him. "I'll see you again sometime."

From there, Penelo walked away, feeling every bit of the adult she now was.


End file.
